UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

                                       [X]
 Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
          Act of 1934 for the quarterly period ended November 30, 2000
                                       OR
                                       [ ]
                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        for the transition period from to
                         Commission file number 0-19603

                         Centennial Communications Corp.
             (Exact name of registrant as specified in its charter)

        Delaware                                        06-1242753
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

                           3349 Route 138, Building A
                                 Wall, NJ 07719
          (Address of principal executive offices, including zip code)
                                 (732) 556-2200
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
                                 YES [X] NO [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

Common stock -  94,587,677 outstanding shares as of January 9, 2001


<PAGE>


                         Part I - Financial Information

  Item 1. - Financial Statements

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                                       November 30,
                                                                                          2000                    May 31,
                                                                                       (Unaudited)                 2000
                                                                                    -----------------        ---------------



  <S>                                                                               <C>                      <C>
  ASSETS

  CURRENT ASSETS:
        Cash and cash equivalents                                                   $      212,472           $       12,879
        Restricted investments                                                                   -                   19,888
        Accounts receivable, less allowance for doubtful
            accounts of  $7,518 and $6,539, respectively                                    81,173                   69,692
        Inventory - phones and accessories, less allowance for
            obsolescence of $1,280 and $1,052, respectively                                 24,012                   10,835
        Prepaid expenses and other current assets                                            7,106                    6,452
                                                                                    -----------------        ----------------

          TOTAL CURRENT ASSETS                                                             324,763                  119,746

  PROPERTY, PLANT AND EQUIPMENT - net                                                      504,325                  398,345

  EQUITY INVESTMENTS IN WIRELESS SYSTEMS - net                                               2,008                   72,894

  DEBT ISSUANCE COSTS, less accumulated amortization of
         $13,981 and $10,112, respectively                                                  52,240                   56,109

  DOMESTIC CELLULAR LICENSES, less accumulated
        amortization of $290,071 and $304,922, respectively                                269,901                  241,855

  CARIBBEAN WIRELESS LICENSES, less accumulated
        amortization of $6,329 and $5,462, respectively                                    121,429                  122,297

  GOODWILL, less accumulated amortization of $24,127
        and $34,462, respectively                                                          209,083                  137,545

  OTHER ASSETS - net                                                                        40,219                   23,942
                                                                                    -----------------        ----------------

          TOTAL                                                                     $    1,523,968           $    1,172,733
                                                                                    =================        ================

</TABLE>




            See notes to condensed consolidated financial statements

                                        1
<PAGE>

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)
                    (Amounts in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                        November 30,
                                                                                            2000                May 31,
                                                                                        (Unaudited)              2000
                                                                                    -----------------     ----------------


<S>                                                                                 <C>                   <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
        Current portion of long-term debt                                           $       13,832        $      11,725
        Short-term debt                                                                          -                6,688
        Accounts payable                                                                    33,888               32,238
        Accrued expenses and other current liabilities                                     253,539              106,943
        Payable to affiliates                                                                  125                  125
                                                                                    -----------------     ----------------

              TOTAL CURRENT LIABILITIES                                                    301,384              157,719

LONG-TERM DEBT                                                                           1,530,976            1,566,048

DEFERRED FEDERAL INCOME TAXES                                                               38,787                    -

MINORITY INTEREST IN SUBSIDIARIES                                                           22,328               25,296

COMMON STOCKHOLDERS' EQUITY (DEFICIT):
        Common stock par value $.01 per share:
              1 vote per share, 150,000,000 shares authorized;
                 issued,  94,653,155 and 94,413,714 shares, respectively;
                and outstanding 94,582,652 and 94,343,211 shares, respectively                 947                  944
        Common stock issuable                                                                    -                2,355
        Additional paid-in capital                                                         429,692              426,675
        Accumulated deficit                                                               (798,819)          (1,004,910)
                                                                                    -----------------     ----------------
                                                                                          (368,180)            (574,936)
        Less:  Cost of 70,503 common shares in treasury                                     (1,077)              (1,077)
        Deferred compensation                                                                 (250)                (317)
                                                                                    -----------------     ----------------

              TOTAL COMMON STOCKHOLDERS' EQUITY (DEFICIT)                                 (369,507)            (576,330)
                                                                                    -----------------     ----------------

                            TOTAL                                                   $    1,523,968        $   1,172,733
                                                                                    =================     ================

</TABLE>




            See notes to condensed consolidated financial statements

                                        2
<PAGE>


                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                  (Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                  Three Months Ended                     Six Months Ended
                                                         ----------------------------------     ----------------------------------
                                                           November 30,       November 30,         November 30,       November 30,
                                                              2000               1999                 2000               1999
                                                         ---------------    ---------------     ----------------    ---------------
<S>                                                      <C>                <C>                 <C>                 <C>
REVENUE:
      Service revenue                                    $      147,476     $      118,575      $       286,289     $      231,530
      Equipment sales                                             6,885              4,955               13,316              9,272
                                                         ---------------    ---------------     ----------------    ---------------
                                                                154,361            123,530              299,605            240,802
                                                         ---------------    ---------------     ----------------    ---------------

COSTS AND EXPENSES:
      Cost of equipment sold                                     10,028              7,365               19,734             14,964
      Cost of services                                           24,645             14,711               45,417             30,416
      Sales and marketing                                        22,799             19,224               44,619             36,998
      General and administrative                                 28,383             22,204               52,963             40,472
      Depreciation and amortization                              27,192             19,655               49,738             38,639
      Gain on disposition of assets                            (331,209)                (2)            (363,344)                 -
                                                          ---------------   ---------------     ----------------    ---------------
                                                               (218,162)            83,157             (150,873)           161,489
                                                          ---------------   ---------------     ----------------    ---------------

OPERATING INCOME                                                372,523             40,373              450,478             79,313

INCOME FROM EQUITY INVESTMENTS                                    4,314              3,856                9,629              7,340
INTEREST EXPENSE -  NET                                         (42,501)           (36,495)             (84,085)           (72,429)
                                                          ---------------   ---------------     ----------------    ---------------

INCOME  BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST         334,336              7,734              376,022             14,224

INCOME TAX EXPENSE                                             (154,226)              (700)            (172,904)            (1,556)
                                                          ---------------   ---------------     ----------------    ---------------

      INCOME BEFORE MINORITY INTEREST                           180,110              7,034              203,118             12,668

MINORITY INTEREST IN LOSS OF SUBSIDIARIES                         2,130                 15                2,973                 60
                                                          ---------------   ---------------     ----------------    ---------------

      NET INCOME                                          $     182,240     $        7,049      $       206,091     $       12,728
                                                          ===============   ===============     ================    ===============

EARNINGS PER COMMON SHARE:
         BASIC                                            $        1.93     $         0.08      $          2.18     $         0.14
                                                          ===============   ===============     ================    ===============
         DILUTED                                          $        1.88     $         0.07      $          2.13     $         0.13
                                                          ===============   ===============     ================    ===============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
      OUTSTANDING DURING THE PERIOD:
         BASIC                                                   94,559            93,750               94,527              93,693
                                                          ===============   ===============     ================    ===============
         DILUTED                                                 96,943            97,164               96,805              97,083
                                                          ===============   ===============     ================    ===============

</TABLE>








            See notes to condensed consolidated financial statements

                                        3

<PAGE>

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

        CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (DEFICIT)
                    (Amounts in thousands, except share data)
<TABLE>
<CAPTION>
                                                                 Common  Additional
                                              Common Stock        Stock    Paid-In    Treasury   Deferred    Accumulated
                                          --------------------                                    Compen-
                                            Shares     Dollars  Issuable   Capital     Stock      sation       Deficit       Total
                                          -----------  -------- -------- ----------- --------- ------------ ------------- ----------
<S>                                       <C>          <C>      <C>      <C>         <C>       <C>          <C>           <C>
Balance at June 1, 1999                   93,673,386   $   937  $     -  $  418,749  $ (1,077) $        -   $ (1,021,587) $(602,978)

Common stock issued in conjunction
   with acquisitions                         420,000         4        -       5,226         -           -              -      5,230

Common stock issued in
   connection with incentive plans           295,680         3        -       1,390         -           -              -      1,393

Deferred compensation                         24,648         -        -         438         -        (438)             -          -

Amortization of deferred compensation              -         -        -           -         -         121              -        121

Income tax benefit from stock options              -         -        -         872         -           -              -        872
exercised

Common stock issuable                              -         -    2,355           -         -           -              -      2,355

Net income                                         -         -        -           -         -           -         16,677     16,677
                                         ------------  -------- -------- ----------- --------- ------------ ------------- ----------

Balance at May 31, 2000                   94,413,714       944    2,355     426,675    (1,077)       (317)    (1,004,910)  (576,330)


Common stock issued in conjunction
   with acquisitions                         120,000         1   (2,355)      2,354         -           -              -          -


Common stock issued in
   connection with incentive plans           119,441         2        -         663         -           -              -        665


Amortization of deferred compensation              -         -        -           -         -          67              -         67

Net income                                         -         -        -           -         -           -        206,091    206,091
                                         ------------  -------- -------- ----------- ---------  ------------ ------------ ----------

Balance at November 30, 2000 (unaudited)  94,653,155   $   947  $     -  $  429,692  $ (1,077)  $    (250) $    (798,819) $(369,507)
                                         ============  ======== ======== =========== =========  ============ ============ ==========
</TABLE>


            See noted to condensed consolidated financial statements
                                        4
<PAGE>
                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Amounts in thousands)

<TABLE>
<CAPTION>                                                                                  Six Months Ended
                                                                                ---------------------------------------
                                                                                    November 30,         November 30,
                                                                                        2000                 1999
                                                                                ------------------   ------------------
OPERATING ACTIVITIES:
<S>                                                                             <C>                  <C>
     Net income                                                                 $        206,091     $         12,728
                                                                                ------------------   ------------------

Adjustments to reconcile net income to net cash
     provided by operating activities:

     Depreciation and amortization                                                        49,738               38,639
     Minority interest in loss of subsidiaries                                            (2,973)                 (60)
     Deferred income taxes                                                                42,400                 (624)
     Equity in undistributed earnings of investee companies                               (9,629)              (7,340)
     Gain on disposition of assets                                                      (363,344)                   -
     Other                                                                                 3,933                3,539
     Change in assets and liabilities net of effects of
        acquisitions and dispositions:
            Accounts receivable - (increase)                                             (12,119)             (10,535)
            Prepaid expenses and other current assets -
               (increase)                                                                (16,319)              (2,574)
            Accounts payable, accrued expenses and
               other current liabilities- increase (decrease)                            139,749               (5,524)
            Customer deposits and prepayments -
               increase                                                                    2,740                  608
                                                                                ------------------   ------------------

     Total adjustments                                                                  (165,824)              16,129
                                                                                ------------------   ------------------

        NET CASH PROVIDED BY OPERATING ACTIVITIES                                         40,267               28,857
                                                                                ------------------   ------------------

INVESTING ACTIVITIES:

     Proceeds from disposition of assets                                                 493,325                   22
     Capital expenditures                                                               (107,532)             (76,371)
     Purchase of restricted securities                                                         -              (19,998)
     Proceeds from maturity of restricted securities                                      19,888               39,996
     Acquisitions, net of cash acquired                                                 (216,188)             (32,820)
     Distributions received from equity investments                                       11,238                5,047
     Capital contributed to equity investments                                              (821)                   -
                                                                                ------------------   ------------------

        NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                              199,910              (84,124)
                                                                                ------------------   ------------------

FINANCING ACTIVITIES:

     Proceeds from the issuance of long-term debt                                        238,400               19,343
     Repayment of debt                                                                  (279,651)              (2,250)
     Debt issuance costs paid                                                                  -                 (267)
     Proceeds from the exercise of stock options                                             667                    -
                                                                                ------------------   ------------------

        NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                              (40,584)              16,826
                                                                                ------------------   ------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     199,593              (38,441)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                            12,879               51,141
                                                                                ------------------   ------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $        212,472     $         12,700
                                                                                ==================   ==================

SUPPLEMENTAL CASH FLOW DISCLOSURE:
     Cash paid for interest                                                     $         75,338     $         78,858
                                                                                ==================   ==================

</TABLE>



            See notes to condensed consolidated financial statements


                                        5
<PAGE>


                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                 (Dollar amounts in thousands except share data)

Note 1.  Interim Financial Statements

In the opinion of  management,  the  accompanying  interim  unaudited  condensed
consolidated  financial  statements contain all adjustments  (consisting only of
normal  recurring   accruals)  necessary  to  present  fairly  the  consolidated
financial  position of Centennial  Communications  Corp. and  Subsidiaries  (the
"Company")  as of  November  30,  2000  and  the  results  of  its  consolidated
operations  and cash flows for the  periods  ended  November  30, 2000 and 1999.
These financial  statements do not include all disclosures required by generally
accepted  accounting  principles.  The statements  should be read in conjunction
with the  consolidated  financial  statements and notes thereto  included in the
Company's May 31, 2000 Annual Report on Form 10-K,  which  includes a summary of
significant accounting policies and other disclosures.  The consolidated balance
sheet at May 31, 2000 is audited.

Reclassifications

In fiscal 2001,  the Company  changed the format of its statements of cash flows
from the direct  method to the indirect  method for  purposes of reporting  cash
flows from operating activities. This and certain other prior period information
have been reclassified to conform with the current period presentation.

Stock Split

On  January  21,  2000,  all  outstanding  shares of  common  stock  were  split
three-for-one.  In connection  with the stock split,  the Company  increased its
authorized  shares of common stock to 150,000,000  shares.  All common share and
per share amounts have been restated to reflect the stock split.

                                       6
<PAGE>

Note 2. Debt

Short-term debt consists of the following:
                                             November 30,       May 31,
                                                2000             2000
                                             -----------       --------
13% Notes due July 2000                      $       -         $  6,544
Other                                                -              144
                                             -----------       --------
                                             $       -         $  6,688
                                             ===========       ========

Short-term  debt was assumed as part of the  acquisitions  of All America Cables
and Radio,  Inc. ("AACR") and Infochannel  Limited.  This debt was repaid during
the six months ended November 30, 2000.

Long-term debt consists of the following:
<TABLE>
<CAPTION>

                                                          November 30,             May 31,
                                                             2000                   2000
                                                         --------------         --------------
<S>                                                      <C>                    <C>
8 7/8% Senior Notes due 2001                             $      1,388           $      1,388
10 1/8% Senior Notes due 2005                                     219                    219
Term Loans                                                    990,250                993,000
Revolving Credit Facility                                           -                 30,000
Mezzanine Debt                                                171,055                169,931
10 3/4% Senior Subordinated Notes due 2008                    370,000                370,000
Notes Payable                                                  11,896                 13,235
                                                         --------------         --------------
Total Long-Term Debt                                        1,544,808              1,577,773
Current Portion of Long-Term Debt                             (13,832)               (11,725)
                                                         --------------         --------------
Net Long-Term Debt                                       $  1,530,976             $1,566,048
                                                         ==============         ==============
</TABLE>

On February 29, 2000, the Company  amended and restated its existing senior term
loan and revolving credit facilities and increased the commitment  thereunder by
$200,000  to an  aggregate  of  $1,250,000.  The  amended  and  restated  credit
facilities are referred to as the New Credit  Facility.  The New Credit Facility
consists of four term loans in an aggregate principal amount of $1,000,000 and a
revolving credit facility in an aggregate principal amount of $250,000, of which
$990,250 and $0,  respectively,  were  outstanding  as of November 30, 2000. The
borrowers  under the New Credit Facility are Centennial  Cellular  Operating Co.
LLC for a $325,000 term loan and  Centennial  Puerto Rico  Operations  Corp. for
three separate term loans  aggregating  $675,000.  The revolving credit facility
portion of the New Credit Facility is available to both of the borrowers.

Notes  Payable  were  assumed  as  part of the  acquisition  of  AACR  and  have
maturities from January 2001 to April 2002.

                                       7
<PAGE>


The aggregate annual  principal  payments for the next five years and thereafter
under the Company's debt at November 30, 2000 are summarized as follows:

         November 30, 2001                          $      13,832
         November 30, 2002                                 55,452
         November 30, 2003                                 73,000
         November 30, 2004                                 95,500
         November 30, 2005                                118,219
         November 30, 2006 and thereafter               1,188,805
                                                    --------------
                                                    $   1,544,808
                                                    ==============

The Company was in  compliance  with all  covenants  of its debt  agreements  at
November 30, 2000.

Interest expense, as reflected in the financial  statements,  has been partially
offset by interest  income.  The gross interest expense for the six months ended
November 30, 2000 and 1999 were $85,824 and $74,849, respectively.

Note 3. Acquisitions/Dispositions

In November 2000, the Company sold its interest in the Sacramento-Valley Limited
Partnership  for  $236,000  in cash.  The  Company  recorded  a pre-tax  gain of
approximately  $152,600,  which is included in gain on  disposition of assets in
the consolidated statement of operations.

In November  2000,  the Company  sold its  Southwest  cluster for  approximately
$202,500 in cash, subject to adjustment.  The Company recorded a pre-tax gain of
approximately  $183,800,  which is included in gain on  disposition of assets in
the consolidated statement of operations.

In September 2000, the Company completed the acquisition of the cable television
assets of Pegasus  Communications for $170,000 in cash. The newly-acquired cable
systems have over 57,000 subscribers and serve Aguadilla,  Mayaguez,  San German
and  surrounding  communities  in the western part of Puerto Rico, and pass over
approximately  170,000 homes with their 123 route miles of fiber optic and 1,268
miles of coaxial cable.  The excess of the purchase price over the fair value of
the net assets acquired has been recorded as goodwill.

In September  2000, the Company sold its 25% equity  investment  interest in the
Modoc,  California  Partnership and our 14.29% equity investment interest in the
Pennsylvania  RSA No. 6 (II)  Partnership in Lawrence,  Pennsylvania for cash of
approximately $6,900.

In August 2000,  GTE Mobilnet of  California  Limited  Partnership  redeemed the
Company's  approximate 2.9% equity investment  interest in the San Francisco Bay
Area cluster for approximately $48,000 of current assets. The Company recorded a
pre-tax gain of  approximately  $24,900 which is included in gain on disposition
of assets in the consolidated statement of operations.

                                       8
<PAGE>


In July 2000,  the Company  purchased a 60% interest in Infochannel  Limited,  a
Jamaican Internet Service Provider for cash of approximately  $8,000. The excess
of the  purchase  price over the fair value of the net assets  acquired has been
recorded as goodwill.

In July 2000,  the Company  acquired  the  remaining  74.9% of the  non-wireline
(A-Side)  cellular  license and wireless  telephone system serving Lake Charles,
Louisiana MSA No. 197 that it did not own. The purchase price was  approximately
$42,300 in cash, subject to adjustment.

In May 2000, the Company acquired a 51% interest in Paradise Wireless  (Jamaica)
Limited,  a Jamaican  company  which holds a 20 MHz CDMA  license  covering  the
island of Jamaica.  The  purchase  price was $25,500 in cash.  The excess of the
purchase price over the fair value of the net assets  acquired has been recorded
as goodwill.

In April 2000, the Company  acquired a wireless  telephone system in the Kokomo,
Indiana MSA for cash of approximately $25,600.

In April 2000,  the  Company  acquired a 70%  interest in AACR in the  Dominican
Republic.  AACR is an international  long distance provider that also holds a 30
MHz PCS license,  a LMDS license and a  certificate  to provide a broad range of
telecommunications  services in the Dominican  Republic.  The purchase price was
approximately $19,800 in cash, subject to adjustment. The excess of the purchase
price  over the fair  value of the net  assets  acquired  has been  recorded  as
goodwill.

In November 1999, the Company acquired the wireless telephone system in Allegan,
Michigan  (Michigan-8) for cash of  approximately  $31,000 and 300,000 shares of
the Company's  common stock (valued at $3,700 on the closing  date),  subject to
adjustment.

In August 1999, the Company  acquired  Integrated  Systems,  Inc. and Spiderlink
Puerto  Rico  Internet  Services  for cash of  approximately  $2,000 and 240,000
shares of the Company's  common stock  (valued at $3,885 on the closing  dates).
120,000 of the shares  were issued in December  1999 and the  remaining  120,000
shares  were  issued in the first  quarter  of fiscal  2001.  The  excess of the
purchase price over the fair value of the net assets  acquired has been recorded
as goodwill.

                                       9
<PAGE>

The  following  summary pro forma  information  includes the  operations  of the
Company as if the above acquisitions had been consummated as of June 1, 1999:

                                           Six Months Ended
                                           ----------------
                                  November 30,           November 30,
                                     2000                   1999
                                 -------------          -------------
Revenues                         $    309,200           $    274,129
Net income                       $    205,995           $     11,928
Earnings per common share-
     Basic                            $  2.18                $  0.13
                                      =======                =======
     Diluted                          $  2.13                $  0.12
                                      =======                =======

Note 4.  New Accounting Pronouncements

In December,  1999, the Securities and Exchange  Commission ("SEC") issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial  Statements" ("SAB
No. 101"). SAB No. 101 provides  additional  guidance on revenue  recognition as
well as criteria for when revenue is generally  realized and earned. The Company
plans to adopt SAB No. 101 effective in the fourth  quarter of fiscal 2001.  The
Company  has not  determined  the  impact  of the  adoption  on its  results  of
operations and financial position. This change will not affect cash flows.

In July 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 137 "Deferral of the Effective
Date of SFAS  No.  133",  which  defers  the  effective  date of SFAS  No.  133,
"Accounting  for Derivative  Instruments  and Hedging  Activities" to all fiscal
quarters of fiscal years  beginning  after June 15, 2000. In June 2000, the FASB
issued SFAS No.  138, an  amendment  to SFAS No. 133.  The Company is  currently
evaluating the financial  impact of adoption of SFAS No. 133, as amended by SFAS
No. 138. The adoption is not expected to have a material effect on the Company's
results of operations, financial position and cash flows.

In March 2000, the FASB issued  Interpretation  No. 44,  "Accounting for Certain
Transactions  Involving  Stock  Compensation - an  interpretation  of Accounting
Principles  Board  ("APB")  Opinion No. 25" ("FIN No. 44").  The  interpretation
provides  guidance on certain issues  relating to stock  compensation  involving
employees  that arose in applying APB Opinion No. 25. Among other  things,  this
Interpretation  clarifies  (a) the  definition  of an employee  for  purposes of
applying APB No. 25, (b) the criteria for  determining  whether a plan qualifies
as a  noncompensatory  plan,  (c)  the  accounting  for  an  exchange  of  stock
compensation  awards  in  a  business  combination.   The  Company  adopted  the
provisions  of FIN No. 44  effective  July 1, 2000.  The adoption did not have a
material effect on the Company's results of operations,  financial  position and
cash flows.

                                       10
<PAGE>

Note 5.  Subsequent Events

In December  2000,  the Company  signed a  definitive  agreement to purchase the
Teleponce  cable  television  company for  approximately  $108,000 in cash.  The
Teleponce cable systems serve areas in and around Ponce in the southwestern part
of Puerto Rico, and have over 37,000  subscribers,  and pass over 124,500 homes.
This transaction is subject to customary  closing  conditions and is expected to
close prior to the end of fiscal 2001.

In December 2000, the Company acquired Com Tech International  Corporation ("Com
Tech"),  an owner of  undersea  fiber  optic cable  capacity  for  approximately
$16,900.  Com Tech's cable ownerships extend around the Caribbean on the ARCOS-1
cable network,  from the U.S. to Europe on the TAT-14 cable network and from the
U.S. to Japan on the Japan-U.S.  cable network. Com Tech's name has been changed
to Centennial Undersea Cable Corp.

Note 6.  Segment Information

The Company  adopted SFAS No. 131  "Disclosures  about Segments of an Enterprise
and  Related  Information"  during  fiscal  1999.  The  Company's   consolidated
financial  statements  include  three  distinct  business  segments:   Domestic,
Caribbean Wireless and Caribbean  Wireline.  The Company determines its segments
based on the types of services offered as well as geographic location.  Domestic
represents the Company's  markets in the United States that it owns and manages.
Caribbean  Wireless  represents  the Company's PCS  operations in Puerto Rico as
well as the recently acquired  wireless  licenses in the Dominican  Republic and
Jamaica.  Caribbean  Wireline  represents  the  Company's  participation  in the
alternative access and cable television  businesses and its offering of Internet
related  services in Puerto Rico and its offering of long  distance  services in
the Dominican  Republic.  The Company changed its business segments for the year
ended May 31, 2000, to reflect the way  management  now evaluates its businesses
given the growth of the Company.  Accordingly,  all prior period segment results
have been  restated  to reflect  the new  segments.  The  Company  measures  the
operating  performance  of each  segment  based on EBITDA.  EBITDA is defined as
earnings before income from minority cellular investment interests,  allocations
to minority interests in consolidated  subsidiaries,  interest expense, interest
income,  income taxes,  depreciation  and  amortization,  gain on disposition of
assets and non-recurring charges.
                                       11
<PAGE>

Information  about the Company's  operations in its three business  segments for
the six months ended November 30, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>


                                                       Caribbean      Caribbean
                                        Domestic        Wireless       Wireline        Eliminations          Consolidated
                                      ------------   -------------   -------------   ---------------- ---- ------------------

<S>                                   <C>              <C>             <C>             <C>            <C>    <C>
Six months ended
November 30, 2000
-----------------
Total revenues                        $   172,506      $    92,764     $   37,589       $   (3,254)  (a)     $     299,605
EBITDA                                     89,491           36,794         10,587                -                 136,872
Total assets                            1,742,406          409,104        311,093         (938,635)  (b)         1,523,968
Capital expenditures                       24,393           55,887         27,252                -                 107,532


Six months ended
November 30, 1999
-----------------
Total revenues                        $   146,747      $    76,844     $   20,953       $   (3,742)  (a)     $     240,802
EBITDA                                     76,886           36,266          4,800                -                 117,952
Total assets                              851,605          263,905         69,059         (181,394)  (b)         1,003,175
Capital expenditures                       26,576           31,259         18,536                -                  76,371
</TABLE>

(a)  Elimination of intercompany  revenue,  primarily from Caribbean Wireline to
     Caribbean Wireless

(b)  Elimination of intercompany investments


Reconciliation of Income before Income Taxes and Minority Interest
<TABLE>
<CAPTION>

                                                 Six months ended November 30,
                                               --------------------------------
                                                     2000            1999
                                                 -----------     -----------
<S>                                              <C>             <C>
EBITDA for reportable segments                   $ 136,872       $ 117,952
Interest expense (net)                             (84,085)        (72,429)
Depreciation and amortization                       49,738          38,639
Income from equity investments                       9,629           7,340
Gain on disposition of assets                     (363,344)              -
                                                 -----------     -----------
Income before income taxes and minority
   interest                                      $ 376,022       $  14,224
                                                 ===========     ===========
</TABLE>

                                       12
<PAGE>



Note 7.   Consolidating Financial Data

     Centennial  Cellular  Operating Co. LLC ("CCOC") and Centennial Puerto Rico
     Operations Corp.  ("CPROC") are  wholly-owned  subsidiaries of the Company.
     CCOC is a joint and several  co-issuer on the $370,000 senior  subordinated
     notes issued by the Company,  and CPROC has guaranteed the notes.  Separate
     financial  statements and other  disclosures  concerning CCOC and CPROC are
     not presented because they are not material to investors.


                   CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                             As of November 30, 2000
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                              Centennial                                                Centennial
                                              Centennial       Cellular                     Centennial                Communications
                                              Puerto Rico    Operating Co.                Communications                Corp. and
                                            Operations Corp.     LLC       Non-Guarantors      Corp.     Eliminations  Subsidiaries
                                            --------------- ------------- -------------- -------------- ------------- --------------

<S>                                         <C>            <C>             <C>            <C>            <C>          <C>
ASSETS
Current assets:
   Cash and cash equivalents                $       6,255  $          -    $    206,217   $          -   $         -  $     212,472
   Accounts receivable - net                       28,541             -          52,632              -             -         81,173
   Inventory - phones and accessories - net           565             -          23,447              -             -         24,012
   Prepaid expenses and other current assets        2,413             -           4,693              -             -          7,106
                                            -------------- -------------- -------------- -------------- ------------- --------------

               Total current assets                37,774             -         286,989              -             -        324,763

Property, plant & equipment - net                 221,476             -         282,849              -             -        504,325

Equity investments in wireless systems - net            -             -           2,008              -             -          2,008

Debt issuance costs - net                          22,376             -          29,864              -             -         52,240

Domestic cellular licenses - net                        -             -         269,901              -             -        269,901

Caribbean wireless licenses - net                       -             -         121,429              -             -        121,429

Goodwill  - net                                     5,334             -         203,749              -             -        209,083

Intercompany                                       35,141     1,140,500         951,848        588,419    (2,715,908)             -

Investment in subsidiaries                              -      (290,524)        472,529       (765,524)      583,519              -

Other assets - net                                  5,650             -          34,569              -              -        40,219
                                            -------------- -------------- -------------- -------------- ------------- --------------

          Total                             $     327,751  $    849,976    $  2,655,735   $   (177,105)  $(2,132,389) $   1,523,968

                                            ============== ============== ============== ============== ============= ==============

</TABLE>

                                       13
<PAGE>

                   CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                                   (CONTINUED)
                             As of November 30, 2000
                             (Amounts in thousands)

<TABLE>
<CAPTION>


                                                           Centennial                                                  Centennial
                                          Centennial        Cellular                     Centennial                  Communications
                                          Puerto Rico     Operating Co.                Communications                  Corp. and
                                        Operations Corp.      LLC       Non-Guarantors      Corp.     Eliminations   Subsidiaries
                                       ----------------- -------------- -------------- -------------- ------------- ---------------

<S>                                    <C>               <C>            <C>            <C>            <C>           <C>
LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIT)
Current liabilities:
   Current portion of long term-debt   $         5,500   $          -   $      6,944   $      1,388   $         -   $      13,832
      Accounts payable                          16,855              -         17,033              -             -          33,888
      Accrued expenses and other
        current liabilities                     33,628              -        219,179            732             -         253,539
      Payable to affiliates                          -              -            125              -             -             125
                                       ----------------- -------------- -------------- -------------- ------------- ---------------

      Total current liabilities                 55,983              -        243,281          2,120             -         301,384


Long-term debt                                 659,750        695,000          4,952        171,274             -       1,530,976

Deferred federal income taxes                        -              -         38,787              -             -          38,787

Minority interest in subsidiaries                    -              -         22,328              -             -          22,328


Intercompany                                    98,957        920,500      1,678,234         19,008    (2,716,699)              -

Stockholders' equity (deficit):
   Common stock                                      -              -              -            947             -             947
   Preferred stock                             465,000              -              -              -      (465,000)              -
   Additional paid-in capital                 (883,226)             -      1,375,577        429,692      (492,351)        429,692
   Accumulated deficit                         (68,713)      (765,524)      (707,424)      (798,819)    1,541,661        (798,819)
                                       ----------------- -------------- -------------- -------------- ------------- ---------------
                                              (486,939)      (765,524)       668,153       (368,180)      584,310        (368,180)

   Less: treasury shares                             -              -              -         (1,077)            -          (1,077)
   Deferred compensation                             -              -              -           (250)            -            (250)
                                       ----------------- -------------- -------------- -------------- ------------- ---------------


   Total stockholders' equity (deficit)       (486,939)      (765,524)       668,153      (369,507)         584,310      (369,507)
                                       ----------------- -------------- -------------- -------------- ------------- ---------------

   Total                               $       327,751   $    849,976   $  2,655,735   $   (177,105)  $(2,132,389)  $   1,523,968
                                       ================= ============== ============== ============== ============= ===============
</TABLE>

                                       14
<PAGE>

              CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                   FOR THE SIX MONTHS ENDED NOVEMBER 30, 2000
                             (Amounts in thousands)

<TABLE>
<CAPTION>


                                                               Centennial                                               Centennial
                                               Centennial       Cellular                    Centennial                Communications
                                              Puerto Rico     Operating Co.                Communications               Corp. and
                                            Operations Corp.      LLC       Non-Guarantors     Corp.      Eliminations Subsidiaries
                                            ---------------  -------------- -------------- -------------- ------------ -------------

<S>                                         <C>              <C>            <C>            <C>            <C>          <C>
Revenue                                     $     109,292    $          -   $    192,508   $          -   $   (2,195)  $    299,605
                                            ---------------  -------------- -------------- -------------- ------------ -------------

Costs and expenses:
   Cost of equipment sold                           5,015               -         14,719              -            -         19,734
   Cost of services                                16,588               -         29,049              -         (220)        45,417
   Sales and marketing                             18,021               -         26,598              -            -         44,619
   General and administrative                      22,129               -         32,809              -       (1,975)        52,963
   Depreciation and amortization                   22,925               -         26,813              -            -         49,738
   Gain on disposition of assets                       (5)              -       (363,339)             -            -       (363,344)
                                            ---------------  -------------- -------------- -------------- ------------ -------------
                                                   84,673               -       (233,351)             -       (2,195)      (150,873)
                                            ---------------  -------------- -------------- -------------- ------------ -------------

Operating income                                   24,619               -        425,859              -            -        450,478
                                            ---------------  -------------- -------------- -------------- ------------ -------------
Income from equity investments                          -               -          9,629              -            -          9,629
Income from investments in subsidiaries                 -         216,678        (10,611)        216,678    (422,745)             -
Interest expense - net                            (35,230)        (35,145)        (3,123)        (10,587)          -        (84,085)
Intercompany interest allocation                        -          35,145        (35,145)              -           -              -
                                            ---------------  -------------- -------------- -------------- ------------ -------------

(Loss) income before income tax expense
    and minority interest                         (10,611)        216,678        386,609         206,091    (422,745)       376,022

Income tax expense                                      -               -       (172,904)              -           -       (172,904)
                                            ---------------  -------------- -------------- -------------- ------------ -------------

(Loss) income before minority interest            (10,611)        216,678        213,705         206,091    (422,745)       203,118

Minority interest in loss of subsidiaries               -               -          2,973               -           -          2,973
                                            ---------------  -------------- -------------- -------------- ------------ -------------

Net (loss) income                           $      (10,611)   $    216,678   $    216,678   $     206,091  $ (422,745)  $    206,091
                                            ===============  ============== ============== ============== ============ =============

</TABLE>
                                       15


<PAGE>

              CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   For the Six Months Ended November 30, 2000
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                        Centennial   Centennial                                        Centennial
                                                        Puerto Rico   Cellular                 Centennial             Communications
                                                        Operations  Operating Co.   Non-     Communications  Elimin-     Corp. and
                                                           Corp.        LLC      Guarantors      Corp.      ations     Subsidiaries
                                                        ---------- ------------- ------------ ------------ ---------- --------------

<S>                                                     <C>         <C>          <C>          <C>          <C>           <C>
OPERATING ACTIVITIES:

Net (loss) income                                       $ (10,611)  $  216,678   $  216,678   $  206,091   $(422,745) $     206,091
                                                        ----------- ------------ ------------ ------------ ---------- --------------

Adjustments to reconcile net (loss) income to net cash
 provided by (used in) operating activities:

 Depreciation and amortization                             22,925            -       26,813            -           -         49,738
 Minority interest in loss of subsidiaries                      -            -       (2,973)           -           -         (2,973)
 Deferred income taxes                                          -            -       42,400            -           -         42,400
 Equity in undistributed earnings of investee companies         -            -       (9,629)           -           -         (9,629)
 Equity in undistributed earnings of subsidiaries               -     (216,678)      10,611     (216,678)    422,745              -
 Gain on disposition of assets                                 (5)           -     (363,339)           -           -       (363,344)
 Noncash expenses                                           5,842            -       (6,967)       1,125           -              -
 Other                                                      1,714            -        2,219            -           -          3,933
   acquisitions and dispositions:
   Accounts receivable - (increase)                        (3,500)           -       (8,619)           -           -        (12,119)
   Prepaid expenses and other current assets -
     (increase)                                            (1,200)           -      (15,119)           -           -        (16,319)
   Accounts payable, accrued expenses and
     other current liabilities- increase                    4,002            -      135,747            -           -        139,749
     (decrease) increase                                       (1)           -        2,741            -           -          2,740
                                                        ----------- ------------ ------------ ------------ ---------- --------------
 Total adjustments                                         29,777     (216,678)    (186,115)    (215,553)    422,745       (165,824)
                                                        ----------- ------------ ------------ ------------ ---------- --------------
   NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES     19,166            -       30,563       (9,462)          -         40,267
                                                        ----------- ------------ ------------ ------------ ---------- --------------

INVESTING ACTIVITIES:

 Proceeds from disposition of assets                            5            -      493,320            -           -        493,325
 Capital expenditures                                     (41,794)           -      (65,738)           -           -       (107,532)
 Proceeds from maturity of restricted securities                -            -       19,888            -           -         19,888
 Acquisitions, net of cash acquired                             -            -     (216,188)           -           -       (216,188)
 Distributions received from equity investments                 -            -       11,238            -           -         11,238
 Capital contributed to equity investments                      -            -         (821)           -           -           (821)
                                                        ----------- ------------ ------------ ------------ ---------- --------------
   NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES    (41,789)           -      241,699            -           -        199,910
                                                        ----------- ------------ ------------ ------------ ---------- --------------

FINANCING ACTIVITIES:

 Proceeds from the issuance of long-term debt             213,400       25,000            -            -           -        238,400
 Repayment of debt                                       (236,150)     (35,000)      (8,501)           -           -       (279,651)
 Proceeds from the exercise of stock options                    -            -            -          667           -            667
 Cash received from (paid to) affiliates                   46,650       10,000      (56,650)           -           -              -
 Cash advances from subsidiaries (to parent)                   63            -       (8,858)       8,795           -              -
                                                        ----------- ------------ ------------ ------------ ---------- --------------
   NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES     23,963            -      (74,009)       9,462           -        (40,584)
                                                        ----------- ------------ ------------ ------------ ---------- --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                   1,340            -      198,253            -           -        199,593

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD              4,915            -        7,964            -           -         12,879
                                                        ----------- ------------ ------------ ------------ ---------- --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                $   6,255   $        -   $  206,217   $        -   $       -  $     212,472
                                                        =========== ============ ============ ============ ========== ==============

</TABLE>
                                       16

<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information  contained in this Part I, Item 2 updates, and should be read in
conjunction  with,  information  set  forth  in Part  II,  Items 7 and 8, in the
Company's  Annual Report on Form 10-K for the fiscal year ended May 31, 2000, in
addition to the interim consolidated financial statements and accompanying notes
presented in Part 1, Item 1 of this Form 10-Q.

Results of Operations  (Amounts in thousands,  except subscriber,  pop and share
data)

We  are  a  leading  independent  provider  of  mobile  wireless  communications
domestically  and  of  mobile  wireless  communications  and  competitive  local
exchange  services in the Caribbean.  Domestically,  we own and operate cellular
systems    in   two    clusters    located    in    Michigan/Indiana/Ohio    and
Texas/Louisiana/Mississippi, incorporating approximately 6.0 million Net Pops as
of  November  30,  2000.  These  clusters  of small city and rural  markets  are
adjacent to major  metropolitan  markets and  benefit  from the rapidly  growing
levels of traffic generated by subscribers  roaming into our coverage areas. Our
Caribbean  operations provide wireless and wireline  communications  services in
Puerto Rico,  the Dominican  Republic and Jamaica,  incorporating  approximately
11.4 million Net Pops as of November 30, 2000. We commenced operations in Puerto
Rico  (approximately  3.9 million Net Pops) in December  1996,  where we provide
wireless PCS and wireline services including switched voice, Internet, video and
private line services over our own fiber optic,  coaxial and microwave  network.
During fiscal 2000, we acquired controlling  interests in All America Cables and
Radio, Inc. ("AACR") in the Dominican  Republic and Paradise Wireless  (Jamaica)
Limited in Jamaica,  which  collectively  expanded  our Net Pops by 7.5 million.
Additionally,  with the recently  completed  acquisition of the cable television
assets  of  Pegasus  Communications,  we  participate  in the  cable  television
business in Puerto Rico. We believe these operations benefit from dominant scale
and scope, as well as from substantial unmet demand for communications  services
in the Caribbean.

Overview

We had 664,400 wireless subscribers at November 30, 2000, as compared to 525,100
at November 30, 1999, an increase of 27%. We reported net income of $182,240 and
$206,091 for the three and six months ended November 30, 2000, respectively,  as
compared to net income of $7,049 and $12,728 for the three and six months  ended
November 30, 1999.  Included in net income for the six months ended November 30,
2000 were  pre-tax  gains of  approximately  $363,300  ($200,200  after-tax)  we
recognized on the sale of our southwest properties and the sale of our interests
in Sacramento-Valley Limited Partnership, the Modoc, California Partnership, the
Pennsylvania  RSA No.  6 (II)  Partnership  in  Lawrence,  Pennsylvania  and the
redemption  of our  interest  in the GTE  Mobilnet  partnership  serving the San
Francisco Bay area. Earnings per common share, basic and diluted,  for the three
months ended November 30, 2000 were $1.93 and $1.88 per share, respectively,  as
compared  to  earnings  per common  share  basic and diluted of $0.08 and $0.07,
respectively, for the three months ended November 30, 1999. Excluding the effect
of the sales and redemption above, earnings per common share, basic and diluted,
would have been $0.02 for the three months ended November 30, 2000. Earnings per
common share, basic and diluted, for the six months ended November 30, 2000 were
$2.18 and $2.13 per share,  respectively,  as compared  to  earnings  per common

                                       17
<PAGE>

share, basic and diluted, of $0.14 and $0.13,  respectively,  for the six months
ended November 30, 1999. Excluding the effect of the sales and redemption above,
earnings per common share, basic and diluted,  would have been $0.07 for the six
months ended November 30, 2000. The table below summarizes results of operations
for each period:

<TABLE>
<CAPTION>


                                          Three Months Ended                        Six Months Ended
                                         11/30/00     11/30/99   % Change        11/30/00    11/30/99   % Change
                                       -----------  -----------  --------       ----------  ----------  --------
<S>                                    <C>          <C>          <C>            <C>         <C>          <C>
EBITDA (1)                             $   68,506   $   60,026        14%       $  136,872  $  117,952       16%
Operating income                       $  372,523   $   40,373       823%       $  450,478  $   79,313      468%
Net income                             $  182,240   $    7,049     2,485%       $  206,091  $   12,728    1,519%
Earnings per common share-
    Basic                                $   1.93     $   0.08     2,313%         $   2.18    $   0.14    1,457%
    Diluted                              $   1.88     $   0.07     2,586%         $   2.13    $   0.13    1,538%

</TABLE>

(1)  Earnings  before  income  from  minority  cellular  investment   interests,
allocations  to  minority  interests  in  consolidated  subsidiaries,   interest
expense,  interest income, income taxes,  depreciation and amortization,  (gain)
loss on disposition of assets and non-recurring  charges ("EBITDA") is presented
because it is a financial indicator used in the telecommunications industry. Our
calculation  of EBITDA  may or may not be  consistent  with the  calculation  of
EBITDA  by other  companies  and  should  not be  viewed  as an  alternative  to
generally accepted  accounting  principles (GAAP) measurements such as operating
income, net income or cash flows from operations.

Domestic Operations

<TABLE>
<CAPTION>
Revenue

                              Three Months Ended                       Six Months Ended
                           11/30/00     11/30/99     % Change        11/30/00    11/30/99      % Change
                           ----------   ----------   --------       ----------  ----------     --------
<S>                        <C>          <C>          <C>            <C>         <C>            <C>
Service revenue            $   81,653   $   70,483      16%         $  164,827  $  139,892       18%
Equipment sales                 4,122        3,745      10%              7,679       6,855       12%
                           ----------   ----------                  ----------  ----------
Total revenue              $   85,775   $   74,228      16%         $  172,506  $  146,747       18%
                           ==========   ==========                  ==========  ==========
</TABLE>

Total Domestic service revenue,  excluding roaming revenue,  increased $8,058 or
19% to $49,947 in the second quarter and increased $16,492 or 20% to $99,772 for
the six months  ended  November  30,  2000,  as compared to the same  periods in
fiscal 2000.  These  increases were primarily due to an increase in revenue from
new  subscribers  of $13,541  and  $28,814,  for the three and six months  ended
November  30,  2000,  respectively,  partially  offset by a  decrease  in retail
revenue per subscriber of $5,483 and $12,322 for the same periods.  The decrease
in retail  revenue per  subscriber  was  primarily due to the rollout of digital
plans that  include a larger  amount of plan  minutes as compared to analog rate
plans.  Revenue from  domestic  roaming  usage  increased to $31,706 or 11% over
roamer  revenues of $28,594 for the three  months ended  November 30, 1999,  and
increased  to $65,055 or 15% over roamer  revenues of $56,612 for the six months
ended November 30, 1999. These increases were primarily due to increased roaming
usage of $7,475 and  $18,907  for the three and six months  ended  November  30,
2000, respectively,  partially offset by a reduction in roaming rates per minute
of $4,363 and $10,464 for the same periods.

                                       18
<PAGE>


The  increase in  equipment  sales of wireless  telephones  and  accessories  to
subscribers  was due to a larger number of telephone  and  accessory  units sold
during the current period.

Our Domestic  operations had  approximately  454,700 and 363,300  subscribers at
November  30, 2000 and  November  30,  1999,  respectively.  Increases  from new
activations of 191,500 were offset by subscriber  cancellations of 104,300.  The
monthly churn rate increased to 2.3% and 2.1% for the three and six months ended
November 30, 2000, respectively,  as compared to 2.0% for both the three and six
months  ended  November 30, 1999.  Included in the number of  subscribers  as of
November  30, 2000 are  approximately  26,800  subscribers  acquired in the Lake
Charles,  Kokomo and Allegan acquisitions,  less 22,600 subscribers removed as a
result of the sale of the southwest properties. The cancellations experienced by
the Domestic  operations  were primarily the result of  competitive  factors and
non-payment.

Domestic  revenue  per  subscriber  per month,  based upon an average  number of
subscribers,  was $61 and $62 for the three and six months  ended  November  30,
2000,  respectively,  as  compared  to $70 and $71 for the three and six  months
ended  November  30,  1999,  respectively.  The  decrease in retail  revenue per
subscriber  was  primarily  due to the rollout of digital  plans that  include a
larger amount of plan minutes as compared to analog rate plans.

<TABLE>
<CAPTION>
Costs and expenses
                                              Three Months Ended                       Six Months Ended
                                             11/30/00      11/30/99     % Change     11/30/00     11/30/99     % Change
                                           -----------    ----------    --------    ----------   ----------    --------
<S>                                        <C>            <C>          <C>         <C>          <C>            <C>
Cost of equipment sold                     $     7,442    $   6,743        10%     $    14,237  $    12,298       16%
Cost of services                           $     9,183    $   7,773        18%     $    18,756  $    14,992       25%
Sales and marketing                        $    11,737    $  11,679         0%     $    23,105  $    21,959        5%
General and administrative                 $    13,800    $   9,897        39%     $    26,917  $    20,612       31%

EBITDA                                     $    43,613    $  38,136        14%     $    89,491  $    76,886       16%
Gain on disposition of assets                 (331,209)         (2)        N/A        (363,344)           -       N/A
Depreciation and amortization                   11,166        8,388        33%          21,687  $    16,361       33%
                                           -----------    ---------                -----------  -----------
Operating income                           $   363,656    $  29,750     1,122%     $   431,148  $    60,525      612%
                                           ===========    =========                ===========  ===========
</TABLE>

Cost of equipment sold increased  during the three and six months ended November
30, 2000, primarily due to an increase in the number of telephone units sold and
the higher costs associated with digital phones.

Cost of services  increased  during the three and six months ended  November 30,
2000,  primarily due to the variable costs  associated with a larger revenue and
subscription  base,  increased  usage  per  subscriber  and  increased  wireless
coverage areas resulting from the continued expansion of the Domestic network.

                                       19
<PAGE>


Sales and  marketing  expenses  increased  during six months ended  November 30,
2000,  primarily due to a larger number of retail  locations and expanded  sales
force,  offset  partially  by reduced  agent  commissions.  Cost to acquire  per
activation was $286 for the three months ended November 30, 2000, as compared to
$296 for the three months ended November 30, 1999.

General and  administrative  expenses  increased during the three and six months
ended  November  30,  2000,  primarily  due to  increased  costs to support  the
expanding   subscriber   base,  as  well  as  increased  bad  debt  expense  and
subscription fraud.

EBITDA for the Domestic  operations  for the three and six months ended November
30, 2000 was $43,613 and $89,491, respectively, an increase of $5,477 or 14% and
$12,605 or 16% over the same periods in fiscal 2000.

The gain on  disposition  of assets for the three and six months ended  November
30, 2000 represents the pre-tax gains we recognized on the sale of the southwest
properties  and  the  sale of our  interests  in the  Sacramento-Valley  Limited
Partnership,  the Modoc,  California Partnership and Pennsylvania RSA No. 6 (II)
Partnership in Lawrence,  Pennsylvania.  Also included in gain on disposition of
assets for the six months ended November 30, 2000 is a gain we recognized on the
redemption  of our  interest  in the GTE  Mobilnet  partnership  serving the San
Francisco Bay area.

Depreciation  and  amortization  for the three and six months ended November 30,
2000 was $11,166  and  $21,687,  respectively,  an increase of $2,778 or 33% and
$5,326 or 33% from the same periods in fiscal 2000. This increase was the result
of depreciation related to capital expenditures made during fiscal 2001 and 2000
in connection with the continued expansion of our Domestic operations as well as
depreciation  and  amortization  related  to the  assets  acquired  in the  Lake
Charles, Kokomo and Allegan acquisitions.

Operating  income  for the three and six  months  ended  November  30,  2000 was
$363,656 and $431,148,  respectively,  an increase of $333,906 and $370,623 from
the operating income of $29,750 and $60,525 for the same periods in fiscal 2000.

                                       20
<PAGE>

Caribbean Wireless Operations

<TABLE>
<CAPTION>
Revenue
                             Three Months Ended                     Six Months Ended
                           11/30/00     11/30/99    % Change      11/30/00    11/30/99    % Change
                          ----------   ----------   --------     ----------  ----------   --------
<S>                       <C>          <C>          <C>          <C>         <C>          <C>
Service revenue           $   44,609   $   38,792        15%     $   87,348  $   74,518       17%
Equipment sales                2,704        1,169       131%          5,416       2,326      133%
                          ----------   ----------                ----------  ----------
Total revenue             $   47,313   $   39,961        18%     $   92,764  $   76,844       21%
                          ==========   ==========                ==========  ==========
</TABLE>


Total Caribbean  Wireless service revenue increased $5,817 or 15% and $12,830 or
17% for the three and six months  ended  November  30,  2000,  respectively,  to
$44,609 and $87,348 for the same periods.  These increases were primarily due to
an  increase  in revenues  from new  subscribers  of $13,311 and $26,637 for the
three and six months ended November 30, 2000, respectively,  partially offset by
a decrease in retail revenue per  subscriber,  which accounted for a decrease of
$7,494 and $13,807 for the same periods.

The  increase in  equipment  sales of wireless  telephones  and  accessories  to
subscribers  was primarily  due to an increase in the number of telephone  units
sold.

Our Caribbean  Wireless  operations  had  approximately  209,700  subscribers at
November 30, 2000, an increase of 30% from the 161,800  subscribers  at November
30, 1999.  Increases  from new  activations of 113,700 were offset by subscriber
cancellations  of 65,800.  The monthly churn rate decreased to 2.1% and 2.2% for
the three and six months ended November 30, 2000,  respectively,  as compared to
3.5%  and  3.6%  for  the  three  and  six  months  ended   November  30,  1999,
respectively. The cancellations experienced by our Caribbean Wireless operations
were primarily the result of competitive factors and non-payment.

Caribbean  Wireless  revenue  per  subscriber  per month,  based upon an average
number  of  subscribers,  was $78 and $79 for the  three  and six  months  ended
November  30, 2000,  respectively,  as compared to $87 and $88 for the three and
six months ended  November 30, 1999,  respectively.  The decrease in revenue per
subscriber is primarily due to increased competition.

                                       21
<PAGE>

<TABLE>
<CAPTION>
Costs and expenses

                                              Three Months Ended                       Six Months Ended
                                            11/30/00      11/30/99    % Change     11/30/00    11/30/99    % Change
                                           ----------    ----------   --------    ----------  ----------   --------
<S>                                        <C>           <C>          <C>         <C>         <C>          <C>
Cost of equipment sold                     $    2,321    $     586       296%     $   5,027   $   2,569       96%
Cost of services                           $    7,096    $   5,286        34%     $  13,421   $  10,859       24%
Sales and marketing                        $    9,090    $   6,234        46%     $  17,725   $  12,395       43%
General and administrative                 $   10,962    $   7,452        47%     $  19,797   $  14,755       34%

EBITDA                                     $   17,844    $  20,403       (13%)    $  36,794   $  36,266        1%
Depreciation and amortization                  10,401       10,023         4%        19,662   $  20,029       (2%)
                                           ----------    ----------               ----------  ----------
Operating income                           $    7,443    $  10,380       (28%)    $  17,132   $  16,237        6%
                                           ==========    ==========               ==========  ==========
</TABLE>

Cost of equipment sold increased  during the three and six months ended November
30,  2000 due to the sale of phones  under  certain  low-end  rate  plans and an
increase in phones sold for prepaid plans.

Cost of services  increased  during the three and six months ended  November 30,
2000,  primarily due to the variable costs  associated with a larger revenue and
subscription  base and increased  wireless  coverage  areas  resulting  from the
continued expansion of our wireless network in the Caribbean.

Sales and  marketing  expenses  increased  during the three and six months ended
November 30, 2000,  primarily due to the increase in gross subscriber  additions
as well as marketing expenses related to the Dominican Republic.

General and  administrative  expenses  increased during the three and six months
ended  November  30,  2000,  primarily  due to  increased  costs to support  the
expanding  subscriber  base  and the  initiation  of  service  in the  Dominican
Republic.

EBITDA for the Caribbean Wireless operations for the three months ended November
30, 2000 was $17,844, a decrease of $2,559 or 13% over the same period in fiscal
2000.  EBITDA for the  Caribbean  Wireless  operations  for the six months ended
November 30, 2000 was $36,794, an increase of $528 or 1% over the same period in
fiscal 2000.

Depreciation  and  amortization for the three months ended November 30, 2000 was
$10,401,  an increase of $378 or 4% from the three  months  ended  November  30,
1999.  Depreciation  and amortization for the six months ended November 30, 2000
was  $19,662,  a decrease of $367 or 2% from the six months  ended  November 30,
1999.  The  increase for the three  months  ended  November  30, 2000  primarily
resulted from fixed assets placed into  operation  during the second  quarter in
the Dominican  Republic,  partially offset by PCS phones in Puerto Rico becoming
fully  depreciated.   In  addition,   depreciation   increased  due  to  capital
expenditures made during fiscal 2001 and 2000 in connection with the development
and  network  expansion  of our  Caribbean  wireless  telephone  systems and the
purchase of additional PCS phones.

Operating  income for the three  months ended  November  30, 2000 was $7,443,  a
decrease  of $2,937  from  operating  income of $10,380  for the same  period in

                                       22
<PAGE>


fiscal 2000.  Operating  income for the six months  ended  November 30, 2000 was
$17,132,  an  increase  of $895 from  operating  income of $16,237  for the same
period in fiscal 2000.

Caribbean Wireline Operations

<TABLE>
<CAPTION>
Revenue

                             Three Months Ended                    Six Months Ended
                           11/30/00     11/30/99    % Change     11/30/00    11/30/99    % Change
                          ----------   ----------   --------    ----------  ----------   --------
<S>                       <C>          <C>          <C>         <C>         <C>          <C>
Service revenue           $   22,871   $   11,219       104%    $   37,368  $   20,862       79%
Equipment sales                   59           41        44%           221          91      143%
                          ----------   ----------               ----------  ----------
Total revenue             $   22,930   $   11,260       104%    $   37,589  $   20,953       79%
                          ==========   ==========               ==========  ==========
</TABLE>

Total Caribbean  Wireline revenue  increased  $11,670 or 104% and $16,636 or 79%
for the three and six months ended November 30, 2000,  respectively,  to $22,930
and $37,589 for the same periods.  Termination  revenue decreased $3,138 or 64%,
and  $5,762  or 64% for the  three  and six  months  ended  November  30,  2000,
respectively,  to $1,792 and $3,286.  Terminating minutes of use decreased by 3%
for the three  months  ended  November  30, 2000 as compared to the three months
ended November 30, 1999.  Terminating minutes of use increased by 8% for the six
months ended  November 30, 2000 as compared to the six months ended November 30,
1999.  Termination  revenue  was  negatively  effected by a decrease in rate per
terminating  minute for both the three and six months  ended  November 30, 2000.
The decrease in rate per terminating  minute reflects a new rate with the Puerto
Rico Telephone Company ("PRTC") effective as of April 7, 2000.

Business  switched and private line revenue  increased  87% to $6,821 and 81% to
$12,413 for the three and six months ended November 30, 2000, respectively. This
increase  reflects a 55% increase in business access lines to 19,754 lines as of
the end of the second  quarter as well as a 209%  increase in  dedicated  access
line equivalents to 73,936 at November 30, 2000.

Revenue from the Puerto Rico cable,  AACR and Infochannel  acquisitions  totaled
$11,633  and  $16,509  for the three and six months  ended  November  30,  2000,
respectively.

                                       23
<PAGE>

<TABLE>
<CAPTION>
Costs and expenses

                                              Three Months Ended                Six Months Ended
                                           11/30/00     11/30/99   % Change    11/30/00    11/30/99   % Change
                                          ----------   ----------  --------   ----------  ----------  --------
<S>                                       <C>            <C>       <C>        <C>         <C>        <C>
Cost of equipment sold                    $     265    $      36      636%    $     470   $      97      385%
Cost of services                          $   9,903    $   2,737      262%    $  16,262   $   6,677      144%
Sales and marketing                       $   1,972    $   1,311       50%    $   3,789   $   2,644       43%
General and administrative                $   3,741    $   5,689      (34%)   $   6,481   $   6,735       (4%)

EBITDA                                    $   7,049    $   1,487      374%    $  10,587   $   4,800      121%
Depreciation and amortization                 5,625        1,244      352%        8,389   $   2,249      273%
                                          ----------   ----------             ----------  ----------
Operating income                          $   1,424    $     243      486%    $   2,198   $   2,551      (14%)
                                          ==========   ==========             ==========  ==========
</TABLE>

Cost of services  increased  during the three and six months ended  November 30,
2000,  primarily  due to  increased  costs to  support  the  expanding  Wireline
business and expenses related to AACR.

Sales and  marketing  expenses  increased  during the three and six months ended
November 30, 2000, primarily due to increased  advertising as well as the hiring
of additional sales force to support the growing business.

General and  administrative  expenses  decreased during the three and six months
ended  November  30,  2000,  primarily  due to a decrease in the reserve for bad
debt,  partially offset by increased expenses related to the acquisition of AACR
as well as increased costs to support the expanding customer base.

EBITDA for the Caribbean Wireline  operations for the three and six months ended
November 30, 2000 was $7,049 and $10,587, respectively, an increase of $5,562 or
374% and $5,787 or 121% over the same periods in fiscal 2000.

Depreciation  and  amortization  for the three and six months ended November 30,
2000 was $5,625 and  $8,389,  respectively,  an  increase  of $4,381 or 352% and
$6,140 or 273% over the same periods in fiscal 2000. These increases were due to
increased depreciation  associated with the expansion of our network in addition
to increased  depreciation  and  amortization  related to the Puerto Rico cable,
AACR, Infochannel and Integrated Systems acquisitions.

Operating  income for the three  months ended  November 30, 2000 was $1,424,  an
increase of $1,181 from the  operating  income of $243 for same period in fiscal
2000.  Operating income for the six months ended November 30, 2000 was $2,198, a
decrease of $353 from the  operating  income of $2,551 for same period in fiscal
2000.

                                       24
<PAGE>

Consolidated

Other non-operating income and expenses

Net interest  expense was $42,501 and $84,085 for the three and six months ended
November 30, 2000, respectively, an increase of $6,006 or 16% and $11,656 or 16%
from the three and six months ended November 30, 1999.  Gross  interest  expense
for the three and six months  ended  November  30, 2000 was $43,758 and $85,824,
respectively,  as  compared  to $37,289 and $74,849 for the three and six months
ended November 30, 1999. Total debt increased $62,795 from November 30, 1999.

The increase in total debt from  November 30, 1999 was the result of  borrowings
for acquisitions, assumed debt for completed acquisitions of $19,923, additional
borrowings  for capital  expenditures  related to the expansion of the Caribbean
Wireless operation's PCS network infrastructure,  the expansion of the Caribbean
Wireline network and the purchase of PCS telephones, offset by a paydown of debt
with a  portion  of  the  $493,325  of  proceeds  from  the  recently  completed
dispositions. Total cash paid for acquisitions, net of cash acquired, during the
twelve months ended November 30, 2000 was  approximately  $283,700.  The average
debt  outstanding  during the three and six months  ended  November 30, 2000 was
$1,720,590 and $1,663,137, increases of $240,881 and $188,589 as compared to the
average debt levels of $1,479,709 and $1,474,548 during the three and six months
ended  November  30, 1999,  respectively.  Our weighted  average  interest  rate
decreased to 10.0% for the three  months ended  November 30, 2000 from 10.1% for
the three months ended  November 30, 1999.  Our weighted  average  interest rate
increased to 10.3% for the six months ended November 30, 2000 from 10.2% for the
six months ended November 30, 1999.

After loss attributable to minority  interests in subsidiaries for the three and
six months ended  November 30, 2000,  pre-tax  income was $336,466 and $378,995,
respectively,  as compared to pre-tax income of $7,749 and $14,284 for the three
and six months ended  November 30, 1999. The income tax expense was $154,226 and
$172,904 for the three and six months ended November 30, 2000, respectively,  as
compared  to income tax  expense of $700 and $1,556 for the three and six months
ended November 30, 1999. The increase in income tax expense for the three months
ended November 30, 2000 is primarily the result of taxes related to the gains we
recognized on the sale of our southwest  properties and the sale of our interest
in the Sacramento-Valley Limited Partnership. The increase in income tax expense
for the six months ended  November 30, 2000 also  reflects the taxes  related to
the gain we  recognized  on the  redemption  of our interest in the GTE Mobilnet
partnership serving the San Francisco Bay area.

These factors  resulted in net income of $182,240 and $206,091 for the three and
six months ended November 30, 2000, respectively,  which represents increases of
$175,191  and  $193,363  from the net income of $7,049 and $12,728 for the three
and six months ended November 30, 1999, respectively.

Liquidity and Capital Resources

On February 29, 2000, we amended and restated our existing  senior term loan and
revolving credit facilities and increased the commitment  thereunder by $200,000
to an aggregate of $1,250,000.  The amended and restated  credit  facilities are
referred to as the New Credit Facility. The New Credit Facility consists of four

                                       25
<PAGE>

term loans in an aggregate principal amount of $1,000,000 and a revolving credit
facility in an aggregate  principal amount of $250,000.  The borrowers under the
New Credit  Facility are  Centennial  Cellular  Operating Co. LLC for a $325,000
term loan and Centennial  Puerto Rico  Operations  Corp. for three separate term
loans  aggregating  $675,000.  The revolving  credit facility portion of the New
Credit  Facility is now equally  available to both of the borrowers.  The amount
available  under the  revolving  credit  facility  as of  November  30, 2000 was
$250,000.

For the six months ended November 30, 2000,  earnings  exceeded fixed charges by
$377,631.  Fixed charges consist of interest expense,  including amortization of
debt  issuance  costs and the  portion  of rents  deemed  representative  of the
interest portion of leases.  The amount by which earnings exceeded fixed charges
reflects non-cash charges of $49,738 relating to depreciation and amortization.

As of November 30, 2000, we had $504,325 of property,  plant and equipment (net)
placed in  service.  During the six months  ended  November  30,  2000,  we made
capital expenditures of $107,532 to continue the construction of our new network
in the Dominican  Republic and to expand the coverage areas and upgrade our cell
sites  and  call  switching   equipment  of  existing   Domestic  and  Caribbean
properties.  Capital  expenditures for the Caribbean operations were $83,139 for
the six months ended  November 30, 2000,  representing  77% of our total capital
expenditures.  The Caribbean operations capital expenditures included $31,669 to
add  capacity  and  services  and to continue  the  expansion of our PCS network
infrastructure,  $10,235 to purchase  telephone  units which remain our property
while in use by subscribers,  $40,049 related to the initial buildout of our PCS
network in the Dominican  Republic and $1,026 to upgrade our cable operations in
Puerto  Rico.   During  fiscal  year  2001  and  2002,  we  anticipate   capital
expenditures of approximately $250,000 and $200,000, respectively.

We expect to finance our capital expenditures primarily from cash flow generated
from  operations,  proceeds from asset sales and  borrowings  under our existing
revolving  credit  facility.  We may also seek various other sources of external
financing,  including,  but not  limited  to, bank  financing,  joint  ventures,
partnerships and placement of debt or equity securities.

In October 2000, our subsidiary,  Centennial  Digital Jamaica Ltd.  ("Centennial
Digital  Jamaica")  signed a  commitment  with Lucent  Technologies  ("Lucent"),
subject to negotiation and signing of definitive  documentation,  whereby Lucent
agreed to provide  Centennial  Digital Jamaica with a credit  facility  ("Lucent
Credit  Facility") in the amount up to $75,000 in connection  with the build-out
and operation of our  communications  network in Jamaica.  Borrowings  under the
Lucent  Credit  Facility  will bear  interest  at a rate of LIBOR plus 650 basis
points.  The  Lucent  Credit  Facility  will  mature  six years from the date of
closing with principal  repayments  beginning in the fourth year, and Centennial
Digital  Jamaica  may  borrow  amounts  under  the  facility  until  the  second
anniversary of the closing date.  Under the Lucent Credit  Facility,  Centennial
Digital  Jamaica  is  required  to  maintain  certain  financial  and  operating
covenants,  and is limited in its ability to, among other things,  pay dividends
and incur additional indebtedness.  No amounts were outstanding under the Lucent
Credit Facility as of November 30, 2000.

In order to meet our obligations  with respect to our operating  needs,  capital
expenditures,  and debt service obligations, it is important that we continue to
improve  operating  cash flow.  Increases  in  revenue  will be  dependent  upon
continued  growth in the  number  of  subscribers  and  maximizing  revenue  per

                                       26
<PAGE>

subscriber. We have continued the development of our managerial,  administrative
and marketing functions, and are continuing the construction of wireless systems
in our  existing  and  recently  acquired  markets  in  order to  achieve  these
objectives.  There is no assurance  that growth in  subscribers  or revenue will
occur.  In  addition,  our  participation  in the  Caribbean  telecommunications
business  has been,  and is  expected  to  continue  to be,  capital  intensive.
Further,  due to the  start-up  nature of our  Dominican  Republic  and  Jamaica
operations,  we expect that it will require  additional  cash investment to fund
our operations over the next several years.

     The following  table sets forth,  for the periods  indicated,  our net cash
provided by operating  activities  before interest payments (net cash provided),
our principal uses of such cash and the cash available for (required from) other
financing and investing activities:
<TABLE>
<CAPTION>

                                                                       Six Months Ended November 30,
                                                                       -----------------------------
                                                                  2000                           1999
                                                                  ----                           ----
                                                                      % of net                     % of net
                                                                        cash                         cash
                                                            Amount     provided         Amount     provided
                                                          ----------  ----------      ----------  ----------
<S>                                                       <C>         <C>             <C>         <C>
Net cash provided by operating
 activities                                               $  40,267        35%        $   28,857        27%
Interest paid                                                75,338        65%            78,858        73%
                                                          ----------  ----------      ----------   ---------
Net cash provided                                         $ 115,605       100%        $  107,715       100%
                                                          ==========  ==========      ==========   =========

Principal uses of cash
Interest paid                                             $  75,338        65%        $   78,858        73%
Property, plant & equipment                                 107,532        93%            76,371        71%
                                                          ----------  ----------      ----------   ---------
Total                                                     $ 182,870       158%        $  155,229       144%
                                                          ==========  ==========      ==========   =========
Cash required from other financing and
     investing activities                                 $ (67,265)      (58%)       $  (47,514)      (44)%
                                                          ==========  ==========      ===========  =========
</TABLE>


     Net cash  provided  by  operating  activities  for the three  months  ended
November 30, 2000 was not  sufficient  to fund our  expenditures  for  property,
plant and equipment of $107,532.

                                       27
<PAGE>

The  following  table  sets  forth the  primary  cash  flows  provided  by other
financing and investing activities for the periods indicated:
<TABLE>
<CAPTION>

                                                                          Six Months Ended November 30,
                                                                         -----------------------------
                                                                       2000                1999
                                                                    ----------         -----------
<S>                                                                 <C>                <C>
Proceeds from disposition of assets                                 $  493,325         $        22
Proceeds from the exercise of stock options                                667                   -
Proceeds from issuance of long-term debt                               238,400              19,343
Proceeds from maturity of restricted
     securities                                                         19,888              39,996
Distributions received from equity investments-net                      10,417               5,047
                                                                    ----------         -----------
Cash provided by other financing and
     investing activities                                              762,697              64,408
                                                                    ----------         -----------


Repayment of debt                                                     (279,651)             (2,250)
Purchase of restricted securities                                            -             (19,998)
Debt issuance costs paid                                                     -                (267)
Acquisitions, net of cash acquired                                    (216,188)            (32,820)
                                                                    ----------         -----------
Cash available for operations and capital
     expenditures                                                   $  266,858         $     9,073
                                                                    ==========         ===========
</TABLE>


Based upon current  market  conditions  and our current  capital  structure,  we
believe  that cash flows from  operations  and funds  from  currently  available
credit  facilities  will  be  sufficient  to  enable  us to meet  required  cash
commitments through the next twelve month period.

Acquisitions, Exchanges and Dispositions

Our primary acquisition  strategy is to acquire controlling  ownership interests
in  communications  systems  serving  markets  which are proximate to or share a
community of interest with our current  markets.  Our strategy of clustering our
operations in proximate  geographic  areas  enables us to achieve  operating and
cost efficiencies as well as joint marketing benefits. Clustering also allows us
to offer our subscribers more areas of uninterrupted  service as they travel. In
addition  to  expanding  our  existing  clusters,  we also may  seek to  acquire
interests  in wireless  systems in other  geographic  areas.  We also may pursue
other communications  businesses we determine to be desirable. The consideration
for such  acquisitions  may  consist  of shares of stock,  cash,  assumption  of
liabilities or a combination thereof.

In  November  2000,  we  sold  our  interest  in the  Sacramento-Valley  Limited
Partnership  for  $236,000  in cash.  The  Company  recorded  a pre-tax  gain of
approximately  $152,600,  which is included in gain on  disposition of assets in
the consolidated statement of operations.

                                       28
<PAGE>

In November 2000, we sold our Southwest  cluster for  approximately  $202,500 in
cash,   subject  to  adjustment.   The  Company   recorded  a  pre-tax  gain  of
approximately  $183,800,  which is included in gain on  disposition of assets in
the consolidated statement of operations.

In September 2000, we completed the acquisition of the cable  television  assets
of Pegasus Communications for $170,000 in cash. The newly-acquired cable systems
have over  57,000  subscribers  and serve  Aguadilla,  Mayaguez,  San German and
surrounding  communities  in the  western  part of  Puerto  Rico,  and pass over
approximately  170,000 homes with their 123 route miles of fiber optic and 1,268
miles of coaxial cable.

In  September  2000,  we sold our 25% equity  investment  interest in the Modoc,
California  Partnership  and  our  14.29%  equity  investment  interest  in  the
Pennsylvania  RSA No. 6 (II)  Partnership in Lawrence,  Pennsylvania for cash of
approximately $6,900.

In August 2000,  GTE Mobilnet of  California  Limited  Partnership  redeemed the
Company's  approximate 2.9% equity investment  interest in the San Francisco Bay
Area cluster for approximately $48,000 of current assets. The Company recorded a
pre-tax gain of approximately  $24,900, which is included in gain on disposition
of assets in the consolidated statement of operations.

In July 2000,  we acquired a 60%  interest  in  Infochannel  Limited,  a leading
Internet Service Provider on the island of Jamaica for $8,000 in cash.

In July 2000,  we purchased  the remaining  74.9% of the  non-wireline  (A-Side)
cellular license and wireless  telephone system serving Lake Charles,  Louisiana
MSA  No.  197  that  we  did  not  own.  The  Lake  Charles  market   represents
approximately  180,000 Net Pops. The purchase price was approximately $42,300 in
cash, subject to adjustment.

In May 2000, we acquired a 51% interest in Paradise Wireless  (Jamaica) Limited,
a Jamaican  company  which holds a 20 MHz CDMA  license  covering  the island of
Jamaica.  Jamaica has a population of  approximately  2.6 million.  The purchase
price was $25,500 in cash.

In April  2000,  we  acquired a wireless  telephone  system  serving the Kokomo,
Indiana  Metropolitan  Statistical  Area  #271.  The  Kokomo  market  represents
approximately  101,000 Net Pops. The purchase price was approximately $25,600 in
cash.

In April 2000, we acquired a 70% interest in AACR in the Dominican  Republic for
approximately  $19,800 in cash, subject to adjustment.  AACR is an international
long distance provider that also holds a 30 MHz PCS license,  a Local Multipoint
Distribution  System  license  and a  certificate  to  provide a broad  range of
telecommunications  services in the Dominican  Republic.  The PCS license covers
approximately 8.9 million Pops in the Dominican Republic.

In March 2000, we acquired an  international  gateway switch in Miami,  Florida.
With the  purchase of this  switch,  we expect to deliver  our growing  outbound
traffic from our  Caribbean  service  areas much closer to its  destination.  We
believe that there is a  significant  community  of interest  between the Puerto
Rican,  Dominican and Jamaican population on the East Coast of the United States

                                       29
<PAGE>

and our  Caribbean  customers.  This switch  allows us to more cost  effectively
serve our customers in the Caribbean. In addition, we hope to attract southbound
minutes for  termination  in Puerto Rico,  the Dominican  Republic,  Jamaica and
around the region.

Stock Split

On January 21, 2000, we effected a three-for-one  stock split of all outstanding
shares of our common stock. In connection with the stock split, we increased our
authorized shares of common stock to 150,000,000 shares.

Name Change

On February 29, 2000,  we changed our name from  Centennial  Cellular  Corp.  to
Centennial  Communications Corp. to better reflect the integrated communications
services we offer.

New Accounting Standards

In December,  1999, the Securities and Exchange  Commission ("SEC") issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial  Statements" ("SAB
No. 101"). SAB No. 101 provides  additional  guidance on revenue  recognition as
well as criteria for when revenue is generally  realized and earned.  We plan to
adopt SAB No. 101  effective in the fourth  quarter of fiscal 2001.  We have not
determined the impact of the adoption on our results of operations and financial
position.  This change will not affect cash flows.

In July 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 137 "Deferral of the Effective
Date of SFAS  No.  133",  which  defers  the  effective  date of SFAS  No.  133,
"Accounting  for Derivative  Instruments  and Hedging  Activities" to all fiscal
quarters of fiscal years  beginning  after June 15, 2000. In June 2000, the FASB
issued SFAS No. 138, an amendment to SFAS No. 133. We are  currently  evaluating
the  financial  impact of  adoption of SFAS No. 133, as amended by SFAS No. 138.
The  adoption  is not  expected  to have a  material  effect on our  results  of
operations, financial position and cash flows.

In March 2000, the FASB issued  Interpretation  No. 44,  "Accounting for Certain
Transactions  Involving  Stock  Compensation - an  interpretation  of Accounting
Principles  Board  ("APB")  Opinion No. 25" ("FIN No. 44").  The  interpretation
provides  guidance on certain issues  relating to stock  compensation  involving
employees  that arose in applying APB Opinion No. 25. Among other  things,  this
Interpretation  clarifies  (a) the  definition  of an employee  for  purposes of
applying APB No. 25, (b) the criteria for  determining  whether a plan qualifies
as a  noncompensatory  plan,  (c)  the  accounting  for  an  exchange  of  stock
compensation awards in a business combination.  We adopted the provisions of FIN
No. 44 effective  July 1, 2000.  The adoption did not have a material  effect on
our results of operations, financial position and cash flows.

                                       30
<PAGE>

Commitments and Contingencies

We have filed a shelf  registration  statement with the SEC for up to 72,000,000
shares of our common stock that may be offered  from time to time in  connection
with acquisitions.  The registration statement was declared effective by the SEC
on July 14, 1994. As of January 10, 2001, 37,613,079 shares remain available for
future acquisitions.

On July 7, 2000, the Securities and Exchange  Commission  declared our universal
shelf registration statement effective which registered an aggregate of $750,000
of securities (debt,  common stock,  preferred stock and warrants) as well as 20
million shares of our common stock out of  approximately 87 million shares owned
by  our  controlling  stockholders  (Welsh,  Carson,  Anderson  &  Stowe  and an
affiliate of the Blackstone Group).

Subsequent Events

In December  2000,  we signed a definitive  agreement to purchase the  Teleponce
cable television company for approximately $108,000 in cash. The Teleponce cable
systems serve areas in and around Ponce in the southwestern part of Puerto Rico,
have over 37,000  subscribers,  and pass over 124,500 homes. This transaction is
subject to customary  closing  conditions  and is expected to close prior to the
end of fiscal 2001.

In December 2000, we acquired Com Tech  International  Corporation ("Com Tech"),
an owner of undersea fiber optic cable capacity for approximately  $16,900.  Com
Tech's  cable  ownerships  extend  around the  Caribbean  on the  ARCOS-1  cable
network,  from the U.S. to Europe on the TAT-14 cable  network and from the U.S.
to Japan on the Japan-U.S.  cable  network.  Com Tech's name has been changed to
Centennial Undersea Cable Corp.

                                       31
<PAGE>

             Cautionary Statement for Purposes of the "Safe Harbor"
       Provisions of the Private Securities Litigation Reform Act of 1995

     This  report  contains  or   incorporates   by  reference   forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  Some of the statements  made in this report are not historical or current
facts, but deal with potential future circumstances and developments.  Where, in
any  forward-looking  statement,  the  Company or its  management  expresses  an
expectation or belief as to future results or actions, there can be no assurance
that the  statement  of  expectation  or belief  will  result or be  achieved or
accomplished.  Forward-looking  statements can be identified by the use of words
"believe",  "expect",  "estimate",  "anticipate",  "project",  "intend",  "may",
"will",  "estimate" and similar  expressions,  or by discussion of strategy that
involve  risks  and  uncertainties.  We  warn  you  that  these  forward-looking
statements are only predictions and estimates,  which are inherently  subject to
risks and uncertainties.

     Taking  into  account  the  foregoing,  the  following  are  identified  as
important  factors that could cause  actual  results to differ  materially  from
those expressed in any  forward-looking  statement made by, or on behalf of, the
Company:

o     general economic, business, political and social conditions in the areas
      in which we operate;
o     our substantial debt obligations;
o     local operating hazards and risks in the areas in which we operate;
o     the ability to attract and retain qualified personnel;
o     the capital intensity of the telecommunications industry;
o     the competitive nature of the  telecommunications  industry,  including
      potential overbuilding by personal communications service providers;
o     price declines in roaming rates;
o     foreign currency risks;
o     opportunities for growth through acquisitions and investments and our
      ability to manage this growth;
o     governmental regulation;
o     changes and developments in technology;
o     subscriber cancellations;
o     restrictive covenants and consequences of default contained in our
      financing arrangements;
o     our ability to manage and monitor billing;
o     safety concerns associated with using wireless telephones while operating
      an automobile;
o     possible health effects of radio frequency transmission;
o     control by certain of our stockholders and anti-takeover provisions; and
o     other factors referenced in our filings with the Securities and Exchange
      Commission.

     Given  these  uncertainties,  readers  are  cautioned  not to  place  undue
reliance on these  forward-looking  statements.  We undertake no  obligation  to
update  or  revise  these   forward-looking   statements   to  reflect   events,
developments or circumstances after the date hereof.

                                       32
<PAGE>

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company is subject to market risks due to  fluctuations in interest rates. A
majority of the  Company's  long-term  debt has  variable  interest  rates.  The
Company  utilizes  interest rate swap and collar  agreements  to hedge  variable
interest  rate risk on a portion of its variable  interest  rate debt as part of
its interest rate risk management program.

The table below  presents  principal (or notional)  amounts and related  average
interest rate by year of maturity for the Company's  long-term debt and interest
rate swap and collar  agreements.  Weighted  average variable rates are based on
implied  forward  rates in the yield  curve as of  November  30,  2000 (based on
information provided by one of the Company's lending institutions):

<TABLE>
<CAPTION>
Amounts in thousands:

                                                        Year ended
                              November 30, November 30, November 30, November 30, November 30,                             Fair
                                  2001         2002         2003         2004         2005     There-after   Total         value
                              ------------------------------------------------------------------------------------------------------
<S>                           <C>          <C>          <C>          <C>          <C>          <C>           <C>        <C>
Long-term debt:
  Fixed rate                  $    8,332   $   4,952            -            -    $     219    $ 541,055     $ 554,558  $  520,519
  Average interest rate            8.31%       8.08%            -            -       10.13%       10.51%        10.46%           -
  Variable rate               $    5,500   $  50,500    $  73,000    $  95,500    $ 118,000    $ 647,750     $ 990,250  $  990,250
  Average interest rate (1)        6.45%       6.33%        6.57%        6.75%        6.81%        6.89%         6.81%           -
Interest rate swaps (pay
  fixed, receive variable):
  Notional amount             $  350,000   $ 300,000            -            -            -            -             -  $    4,732
  Average pay rate                 5.40%       5.92%            -            -            -            -             -           -
  Average receive rate             6.45%       6.33%            -            -            -            -             -           -
Interest rate collar:
  Notional amount             $  100,000   $ 100,000    $ 100,000            -            -            -             -  $      365
  Cap                              7.00%       7.00%        7.00%            -            -            -             -           -
  Floor                            4.45%       4.45%        4.45%            -            -            -             -           -

(1) Represents the average interest rate before applicable margin
</TABLE>
                                       33
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

     To our knowledge,  there are no material  legal  proceedings to which we or
     our subsidiaries are a party or to which any of our property is subject.

ITEM 2.  Changes in Securities and Use of Proceeds

     None

ITEM 3.  Defaults Upon Senior Securities

     None

ITEM 4.  Submission of Matters to a Vote of Security Holders

a)   The  Company's  annual  meeting of  shareholders  was held on September 21,
     2000.

b)   The  following  persons were elected as directors at the  Company's  annual
     meeting pursuant to the following votes:

                                               Number of Votes
                                             -------------------
     Directors                            For                Withheld
     ---------                          -------             ----------
     Carmen A. Culpeper                91,514,631              18,132
     Anthony J. de Nicola              91,216,047             316,716
     Mark T. Gallogly                  91,216,047             316,716
     Lawrence H. Guffey                91,216,047             316,716
     Thomas E. McInerney               91,216,047             316,716
     Rudolph E. Rupert                 91,514,631              18,132
     Jack M. Scanlon                   91,514,631              18,132
     Michael J. Small                  91,514,631              18,132
     J. Stephen Vanderwoude            91,514,631              18,132

c)   The  shareholders  approved a proposal at the annual  meeting to ratify the
     approval  and  adoption  by  the  Board  of  Directors  of  the  Centennial
     Communications Corp. and its Subsidiaries Employee Stock Purchase Plan. The
     following sets forth the number of votes on this proposal:

          For                         Against                        Abstain
       --------                     -----------                    -----------
       91,524,461                      6,952                          1,350

                                       34
<PAGE>

d)   The  shareholders  approved a proposal at the annual  meeting to ratify the
     selection by the Board of Directors of Deloitte & Touche LLP as independent
     auditors  for the  Company for the fiscal  year  ending May 31,  2001.  The
     following sets forth the number of votes on this proposal:

          For                         Against                        Abstain
       ---------                    -----------                    -----------
       91,527,647                       3,966                         1,150


ITEM 5.  Other Information

     None

ITEM 6.  Exhibits and Report on Form 8-K

     Each exhibit identified below is filed as a part of this report.

     a)  Exhibits

         None





     b)  Reports on Form 8-K

         None


                                       35
<PAGE>

                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




January 11, 2001



                                                 CENTENNIAL COMMUNICATIONS CORP.


                                               /s/
                                               ---------------------
                                               Peter W. Chehayl
                                               Chief Financial Officer,
                                               Sr. Vice President and Treasurer
                                               (Chief Financial Officer)


                                               /s/
                                               ----------------------
                                               Thomas E. Bucks
                                               Sr. Vice President-Controller
                                               (Chief Accounting Officer)



                                       36